Nielsen Holdings plc (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Nielsen Holdings plc (Exact name of registrant as specified in its charter) England and Wales (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 85 Broad Street New York, New York (646) A C Nielsen House London Road Oxford Oxfordshire, OX3 9RX United Kingdom +1 (646) (Address of principal executive offices) (Zip Code) (Registrant s telephone numbers including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer Non-accelerated filer (do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x There were 361,110,603 shares of the registrant s Common Stock outstanding as of March 31, 2016.

2 Table of Contents Contents PAGE PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits Signatures

3 P ART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Nielsen Holdings plc Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) Revenues $ 1,487 $ 1,458 Cost of revenues, exclusive of depreciation and amortization shown separately below Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below Depreciation and amortization Restructuring charges Operating income Interest income 1 1 Interest expense (79) (73) Foreign currency exchange transaction losses, net (1) (26) Income from continuing operations before income taxes Provision for income taxes (44) (38) Net income Net income attributable to noncontrolling interests 1 Net income attributable to Nielsen stockholders $ 100 $ 63 Net income per share of common stock, basic Income from continuing operations $ 0.28 $ 0.17 Net income attributable to Nielsen stockholders $ 0.28 $ 0.17 Net income per share of common stock, diluted Income from continuing operations $ 0.27 $ 0.17 Net income attributable to Nielsen stockholders $ 0.27 $ 0.17 Weighted-average shares of common stock outstanding, basic 361,580, ,169,651 Dilutive shares of common stock 3,620,469 4,192,306 Weighted-average shares of common stock outstanding, diluted 365,201, ,361,957 Dividends declared per common share $ 0.28 $ 0.25 The accompanying notes are an integral part of these condensed consolidated financial statements

4 Nielsen Holdings plc Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended March 31, (IN MILLIONS) Net income $ 101 $ 63 Other comprehensive income/(loss), net of tax Foreign currency translation adjustments 91 (172) Available for sale securities (1) 3 Changes in the fair value of cash flow hedges (2) (7) (3) Defined benefit pension plan adjustments (3) 7 6 Total other comprehensive income/(loss) 91 (166) Total comprehensive income/(loss) 192 (103) Less: comprehensive income/(loss) attributable to noncontrolling interests 2 (3) Total comprehensive income/(loss) attributable to Nielsen stockholders $ 190 $ (100) (1 ) Net of tax of zero and $(2) million for the three months ended March 31, 2016 and 2015, respectively (2 ) Net of tax of $1 million and $2 million for the three months ended March 31, 2016 and 2015, respectively (3 ) Net of tax of $1 million and $(1) million for the three months ended March 31, 2016 and 2015, respectively The accompanying notes are an integral part of these condensed consolidated financial statements

5 Nielsen Holdings plc Condensed Consolidated Balance Sheets March 31, December 31, (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) (Unaudited) Assets: Current assets Cash and cash equivalents $ 432 $ 357 Trade and other receivables, net of allowances for doubtful accounts and sales returns of $27 and $26 as of March 31, 2016 and December 31, 2015, respectively 1,239 1,235 Prepaid expenses and other current assets Total current assets 2,054 1,908 Non-current assets Property, plant and equipment, net Goodwill 7,887 7,783 Other intangible assets, net 4,799 4,772 Deferred tax assets Other non-current assets Total assets $ 15,588 $ 15,303 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 915 $ 1,013 Deferred revenues Income tax liabilities Current portion of long-term debt, capital lease obligations and short-term borrowings Total current liabilities 1,504 1,687 Non-current liabilities Long-term debt and capital lease obligations 7,471 7,028 Deferred tax liabilities 1,024 1,074 Other non-current liabilities Total liabilities 10,876 10,676 Commitments and contingencies (Note 11) Equity: Nielsen stockholders equity Common stock, 0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized; 361,738,715 and 362,338,369 shares issued and 361,110,603 and 362,338,369 shares outstanding at March 31, 2016 and December 31, 2015, respectively Additional paid-in capital 5,066 5,119 Retained earnings Accumulated other comprehensive loss, net of income taxes (969) (1,059) Total Nielsen stockholders equity 4,516 4,433 Noncontrolling interests Total equity 4,712 4,627 Total liabilities and equity $ 15,588 $ 15,303 The accompanying notes are an integral part of these condensed consolidated financial statements

6 Nielsen Holdings plc Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (IN MILLIONS) Operating Activities Net income $ 101 $ 63 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense Currency exchange rate differences on financial transactions and other losses 1 26 Depreciation and amortization Changes in operating assets and liabilities, net of effect of businesses acquired and divested: Trade and other receivables, net 3 47 Prepaid expenses and other current assets (45) (56) Accounts payable and other current liabilities and deferred revenues (191) (200) Other non-current liabilities (7) (1) Interest payable Income taxes 15 9 Net cash provided by operating activities Investing Activities Acquisition of subsidiaries and affiliates, net of cash acquired (47) (191) Additions to property, plant and equipment and other assets (28) (33) Additions to intangible assets (81) (69) Other investing activities 2 Net cash used in investing activities (156) (291) Financing Activities Net payments under revolving credit facility (164) (205) Proceeds from issuances of debt, net of issuance costs Repayment of debt (25) (25) Cash dividends paid to stockholders (101) (90) Repurchase of common stock (83) (141) Proceeds from exercise of stock options 18 6 Other financing activities (11) (3) Net cash provided by financing activities Effect of exchange-rate changes on cash and cash equivalents 14 (28) Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ 432 $ 343 Supplemental Cash Flow Information Cash paid for income taxes $ (29) $ (29) Cash paid for interest, net of amounts capitalized $ (29) $ (16) The accompanying notes are an integral part of these condensed consolidated financial statements

7 Nielsen Holdings plc Notes to Condensed Consolidated Financial Statements 1. Background and Basis of Presentation Background Nielsen Holdings plc ( Nielsen or the Company ), together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reporting segments: what consumers buy ( Buy ) and what consumers watch and listen to ( Watch ). Nielsen has a presence in more than 100 countries, with its registered office located in Oxford, the United Kingdom and headquarters located in New York, USA. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. ( U.S. GAAP ) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company s Annual Report on Form 10-K for the year ended December 31, All amounts are presented in U.S. Dollars ( $ ), except for share data or where expressly stated as being in other currencies, e.g., Euros ( ). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to March 31, 2016 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. Earnings per Share Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of employee stock options and restricted stock. The effect of 1,609,503 and 2,418,103 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2016 and 2015, respectively, as such shares would have been anti-dilutive. Devaluation of Venezuelan Currency Nielsen has operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions have been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela s currency is deemed to be non-hyperinflationary. The Company currently expects to be able to access U.S. dollars through the DICOM market. DICOM has significantly higher foreign exchange rates than those available through the other foreign exchange mechanisms. At March 31, 2016, the DICOM exchange rate was bolivars to the U.S. dollar. The Company will continue to assess the appropriate conversion rate based on events in Venezuela and our specific facts and circumstances and whether to continue consolidation. Total net monetary assets in U.S. dollars at the March 31, 2016 DICOM rate were $2 million

8 2. Summary of Recent Accounting Pronouncements Classification and Measurement of Financial Instruments In January 2016, the FASB issued an Accounting Standards Update ( ASU ), Recognition and Measurement of Financial Assets and Financial Liabilities. The new standard was issued to amend the guidance on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The new standard also amends certain disclosure requirements associated with the fair value of financial instruments. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, Early adoption for most of the provisions is not allowed. Nielsen is currently assessing the impact of the adoption of this ASU will have on the Company s condensed consolidated financial statements. Leases In February 2016, the FASB issued an ASU, Leases. The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. Nielsen is currently assessing the impact of the adoption of this ASU will have on the Company s condensed consolidated financial statements. Investments- Equity Method and Joint Ventures In March 2016, the FASB issued an ASU, Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting. This new standard eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, Under the provisions of this ASU, when circumstances dictate that an investment accounted for under the cost method should no longer be a cost method investee but be accounted for under the equity method, there will no longer be a required retrospective restatement. Nielsen is currently assessing the impact of the adoption of this ASU will have on the Company s condensed consolidated financial statements. Compensation- Stock Compensation In March 2016, the FASB issued an ASU, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements, forfeitures and classification on the statement of cash flows. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016; however, early adoption is permitted. Nielsen elected to early adopt this ASU and as a result recorded a $47 million cumulative-effect adjustment to retained earnings as of January 1, 2016 related to previously unrecognized excess tax benefits. Further, the Company elected to apply the retrospective transition method to the amendments related to the presentation of excess tax benefits on the statement of cash flows. This change resulted in a $26 million increase to operating cash flow and a $26 million decrease to cash flows from financing activities for the period ended March 31, Business Acquisitions For the three months ended March 31, 2016, Nielsen paid cash consideration of $47 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2016, the impact on Nielsen s consolidated results of operations would not have been material. For the three months ended March 31, 2015, Nielsen paid cash consideration of $191 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these acquisitions occurred as of January 1, 2015, the impact on Nielsen s consolidated results of operations would not have been material

9 4. Goodwill and Other Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, (IN MILLIONS) Buy Watch Total Balance, December 31, 2015 $ 2,789 $ 4,994 $ 7,783 Acquisitions, divestitures and other adjustments Effect of foreign currency translation Balance, March 31, 2016 $ 2,854 $ 5,033 $ 7,887 At March 31, 2016, $58 million of the goodwill is expected to be deductible for income tax purposes. During 2016 we updated our reporting structure in a manner that changed the composition of our reporting units. As a result of this change in reporting units, we performed an interim goodwill impairment analysis during 2016 immediately prior to the change and determined the estimated fair values of the impacted reporting units exceeded their carrying value (including goodwill). As such, there was no impairment as a result of this change. Other Intangible Assets Gross Amounts Accumulated Amortization March 31, December 31, March 31, December 31, (IN MILLIONS) Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ $ Amortized intangibles: Trade names and trademarks (88) (84) Customer-related intangibles 3,028 3,013 (1,230) (1,193) Covenants-not-to-compete (36) (35) Computer software 2,025 1,919 (1,108) (1,055) Patents and other (90) (86) Total $ 5,430 $ 5,304 $ (2,552) $ (2,453) Amortization expense associated with the above intangible assets was $101 million and $100 million for the three months ended March 31, 2016 and 2015, respectively. These amounts included amortization expense associated with computer software of $53 million and $54 million for the three months ended March 31, 2016 and 2015, respectively. 5. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the three months ended March 31, 2016 and Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2015 $ (767) $ (3) $ (289) $ (1,059) Other comprehensive income/(loss) before reclassifications 91 (8) 4 87 Amounts reclassified from accumulated other comprehensive income/(loss) Net current period other comprehensive income/(loss) 91 (7) 7 91 Net current period other comprehensive income attributable to noncontrolling interest 1 1 Net current period other comprehensive income/(loss) attributable to Nielsen stockholders 90 (7) 7 90 Balance March 31, 2016 $ (677) $ (10) $ (282) $ (969) - 9 -

10 Currency Available- Translation for-sale Post Employment Adjustments Securities Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2014 $ (418) $ 19 $ (2) $ (376) $ (777) Other comprehensive (loss)/income before reclassifications (172) 3 (5) 1 (173) Amounts reclassified from accumulated other comprehensive (loss)/income Net current period other comprehensive (loss)/income (172) 3 (3) 6 (166) Net current period other comprehensive loss attributable to noncontrolling interest (3) (3) Net current period other comprehensive (loss)/income attributable to Nielsen stockholders (169) 3 (3) 6 (163) Balance March 31, 2015 $ (587) $ 22 $ (5) $ (370) $ (940) The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended March 31, 2016 and 2015, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components March 31, 2016 March 31, 2015 Statement of Operations Cash flow hedges Interest rate contracts $ 1 $ 3 Interest expense 1 Benefit for income taxes $ 1 $ 2 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 5 $ 6 (a) 2 1 Benefit for income taxes $ 3 $ 5 Total, net of tax Total reclassification for the period $ 4 $ 7 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. 6. Restructuring Activities A summary of the changes in the liabilities for restructuring activities is provided below: (IN MILLIONS) Total Initiatives Balance at December 31, 2015 $ 38 Charges 10 Payments (15) Balance at March 31, 2016 $ 33 Nielsen recorded $10 million and $14 million in restructuring charges for the three months ended March 31, 2016 and 2015, respectively, primarily relating to severance costs. Of the $33 million in remaining liabilities for restructuring actions at March 31, 2016, $25 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of March 31, Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal

11 or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the ass et or liability, such as inherent risk, transfer restrictions, and risk of non-performance. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable and may not be corroborated by market data. Financial Assets and Liabilities Measured on a Recurring Basis The Company s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following table summarizes the valuation of the Company s material financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015: March 31, (IN MILLIONS) 2016 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1 ) Investment in mutual funds (2 ) 2 2 Total $ 32 $ 32 $ Liabilities: Interest rate swap arrangements (3 ) $ 14 $ 14 Deferred compensation liabilities (4 ) Total $ 44 $ 30 $ 14 December 31, 2015 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1 ) Investment in mutual funds (2 ) 2 2 Total $ 32 $ 32 Liabilities: Interest rate swap arrangements (3 ) $ 6 $ 6 Deferred compensation liabilities (4 ) Total $ 36 $ 30 $ 6 ( 1 ) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net. (2 ) Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. (3 ) Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. (4 ) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation

12 Derivative Financial Instruments Nielsen primarily uses interest rate swap derivative instruments to manage risk that changes in interest rates will affect the cash flows of its underlying debt obligations. To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss). Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 8 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote. It is Nielsen s policy to have an International Swaps and Derivatives Association ( ISDA ) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At March 31, 2016, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments. ForeignCurrencyExchangeRisk Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Nielsen manages translation risk exposure by creating natural hedges in its financing or by using derivative financial instruments aimed at offsetting certain exposures in the statement of earnings or the balance sheet. Nielsen does not trade derivative financial instruments for speculative purposes. During the quarters ended March 31, 2016 and 2015, Nielsen recorded a net gain of zero and $2 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in our condensed consolidated statements of operations. As of March 31, 2016 and December 31, 2015 the notional amount of the outstanding foreign currency derivative financial instruments were $132 million and $37 million, respectively. InterestRateRisk Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction. As of March 31, 2016 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 1,575,000,000 May 2016 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 500,000,000 November 2016 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 September 2017 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2018 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2019 US Dollar

13 Nielsen expects to recognize approximately $ 7 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments. FairValuesofDerivativeInstrumentsintheConsolidatedBalanceSheets The fair values of the Company s derivative instruments as of March 31, 2016 and December 31, 2015 were as follows: March 31, 2016 December 31, 2015 Derivatives Designated as Hedging Accounts Payable Accounts Payable Other Instruments and Other Current Other Non-Current and Other Current Non-Current (IN MILLIONS) Liabilities Liabilities Liabilities Liabilities Interest rate swaps $ $ 14 $ 1 $ 5 DerivativesinCashFlowHedgingRelationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2016 and 2015 was as follows: Amount of Loss Amount of Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships March 31, Portion) March 31, (IN MILLIONS) Interest rate swaps $ 10 $ 8 Interest expense $ 1 $ 3 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company is required, on a nonrecurring basis, to adjust the carrying value using fair value measurements or provide valuation allowances for certain assets using the more-likely-than-not criteria. The Company s equity method investments, cost method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The Company did not measure any material non-financial assets or liabilities at fair value during the three months ended March 31,

14 8. Long-term Debt and Other Financing Arrangements Unless otherwise stated, interest rates are as of March 31, March 31, 2016 December 31, 2015 Weighted Weighted Interest Carrying Fair Interest Carrying Fair (IN MILLIONS) Rate Amount Value Rate Amount Value $1,580 million Senior secured term loan (LIBOR based variable rate of 2.18% ) due ,455 1,454 $2,080 million Senior secured term loan (LIBOR based variable rate of 2.44% ) due ,933 1,932 $500 million Senior secured term loan (LIBOR based variable rate of 2.69% ) due $1,100 million Senior secured term loan (LIBOR based variable rate of 3.44% ) due ,077 1,083 1,080 1, million Senior secured term loan (Euro LIBOR based variable rate of 2.71%) due $575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due Total senior secured credit facilities (with weightedaverage interest rate) 2.90% 3,820 3, % 3,496 3,497 $800 million 4.50% senior debenture loan due $625 million 5.50% senior debenture loan due $2,300 million 5.00% senior debenture loan due ,284 2,336 2,284 2,270 Total debenture loans (with weighted-average interest rate) 5.22% 3,693 3, % 3,693 3,718 Other loans Total long-term debt 4.05% 7,520 7, % 7,196 7,222 Capital lease and other financing obligations Total debt and other financing arrangements 7,660 7,338 Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings Non-current portion of long-term debt and capital lease and other financing obligations $ 7,471 $ 7,028 The fair value of the Company s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively. Annual maturities of Nielsen s long-term debt are as follows: (IN MILLIONS) For April 1, 2016 to December 31, 2016 $ , ,952 Thereafter 2,309 $ 7,520 On March 30, 2016, the Company entered into an amendment to its Fourth Amended and Restated Credit Agreement (the Amended Credit Agreement ), dated as of April 22, 2014, which provides for additional Class A Term Loans in an aggregate principal amount of $500 million, maturing in full in April 2019 (the Additional Class A Term Loans ). The Additional Class A Term Loans are required to be repaid in quarterly installments ranging from 1.369% to 4.11% of the original principal amount (as may be reduced as a result of voluntary prepayments), with the balance payable on the maturity date. The Additional Class A Term Loans bear interest equal to, at the election of Nielsen, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges

15 from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans). The specific applicable margin is determined by the Company s total leverage ratio (as defined in the A mended Credit Agreement). This amendment was accounted for as a modification of the Amended Credit Agreement. 9. Stockholders Equity Common stock activity is as follows: Three Months Ended March 31, 2016 Actual number of shares of common stock outstanding Beginning of period 362,338,369 Shares of common stock issued through compensation plans 517,378 Repurchases of common stock (1,745,144) End of period 361,110,603 On January 31, 2013, the Company s Board of Directors adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The below table summarizes the dividends declared on Nielsen s common stock during 2015 and the three months ended March 31, Declaration Date Record Date Payment Date Dividend Per Share February 19, 2015 March 5, 2015 March 19, 2015 $ 0.25 April 20, 2015 June 4, 2015 June 18, 2015 $ 0.28 July 23, 2015 August 27, 2015 September 10, 2015 $ 0.28 October 29, 2015 November 24, 2015 December 8, 2015 $ 0.28 February 18, 2016 March 3, 2016 March 17, 2016 $ 0.28 On April 19, 2016, the Company s Board of Directors declared a cash dividend of $0.31 per share on our common stock. The dividend is payable on June 16, 2016 to stockholders of record at the close of business on June 2, The dividend policy and the payment of future cash dividends are subject to the discretion of the Company s Board of Directors. The Company s Board of Directors has approved a share repurchase program, as included in the below table, for up to $2 billion in the aggregate of our outstanding common stock. The primary purpose of the program is to return value to shareholders and to mitigate dilution associated with our equity compensation plans. Share Repurchase Authorization Board Approval ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the existing authority granted at Nielsen s Annual General Meeting of Shareholders held in 2015 and As of March 31, 2016, there have been 27,507,555 shares of our common stock purchased at an average price of $44.64 per share (total consideration of approximately $1,228 million) under this program

16 The activity for the three months ended March 31, 2016 consisted of open market share repurchases and is summarized in the following table: Total Number of Shares Purchased as Dollar Value of Shares Total Number Average Part of Publicly that may yet be of Shares Price Paid Announced Plans Purchased under the Period Purchased per Share or Programs Plans or Programs As of December 31, ,762,411 $ ,762,411 $ 855,495, Activity January , ,054 $ 826,841,315 February ,473 $ ,473 $ 794,246,197 March ,617 $ ,617 $ 772,128,086 Total 27,507,555 $ ,507, Income Taxes The effective tax rates for the three months ended March 31, 2016 and 2015 were 30% and 38%, respectively. The tax rate for the three months ended March 31, 2016 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities, the impact of share-based compensation excess tax benefit, and the release of certain tax contingencies. The tax rate for the three months ended March 31, 2015 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, the effect of global licensing activities and foreign distributions and audit settlements, offset by the favorable impact of certain financing activities and the release of certain tax contingencies. The principal reasons for the reduction in the first quarter effective tax rate in 2016 when compared to 2015 was due to the impact of share-based compensation excess tax benefit and increases in the amount of releases of certain tax contingencies. The estimated liability for unrecognized tax benefits as of December 31, 2016 is $466 million and was $461 million as of December 31, If the Company s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company s effective tax rate in future periods. The Company files numerous consolidated and separate income tax returns in the U.S. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2003 through To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination. 11. Commitments and Contingencies LegalProceedingsandContingencies Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company s future results of operations or cash flows in a particular period. 12. Segments The Company aligns its operating segments in order to conform to management s internal reporting structure, which is reflective of service offerings by industry. Management aggregates such operating segments into two reporting segments: what consumers buy ( Buy ), consisting principally of market research information and analytical services; and what consumers watch ( Watch ), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company s segments based on

17 either the actual amount of costs incurred or on a basis consistent with the operati ons of the underlying segment. Information with respect to the operations of each of Nielsen s business segments is set forth below based on the nature of the services offered and geographic areas of operations. Business Segment Information (IN MILLIONS) Buy Watch Corporate Total Three Months Ended March 31, 2016 Revenues $ 793 $ 694 $ 1,487 Depreciation and amortization $ 51 $ 95 $ 1 $ 147 Restructuring charges $ 6 $ 2 $ 2 $ 10 Stock-based compensation expense $ 4 $ 3 $ 6 $ 13 Other items (1) $ 1 $ $ 7 $ 8 Operating income/(loss) $ 52 $ 197 $ (25) $ 224 Business segment income/(loss) (2) $ 114 $ 297 $ (9) $ 402 Total assets as of March 31, 2016 $ 6,613 $ 8,720 $ 255 $ 15,588 (IN MILLIONS) Buy Watch Corporate Total Three Months Ended March 31, 2015 Revenues $ 798 $ 660 $ 1,458 Depreciation and amortization $ 53 $ 88 $ 1 $ 142 Restructuring charges $ 7 $ 4 $ 3 $ 14 Stock-based compensation expense $ 5 $ 2 $ 7 $ 14 Other items (1) $ $ $ 11 $ 11 Operating income/(loss) $ 45 $ 184 $ (30) $ 199 Business segment income/(loss) (2) $ 110 $ 278 $ (8) $ 380 Total assets as of December 31, 2015 $ 6,537 $ 8,650 $ 116 $ 15,303 (1) Other items primarily consist of non-recurring costs for the three months ended March 31, 2016 and ( 2 ) The Company s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. 13. Guarantor Financial Information The following supplemental financial information is being provided for purposes of compliance with reporting covenants contained in certain debt obligations of Nielsen and its subsidiaries. The financial information sets forth for Nielsen, its subsidiaries that have issued certain debt securities (the Issuers ) and its guarantor and non-guarantor subsidiaries, the consolidating balance sheet as of March 31, 2016 and December 31, 2015 and consolidating statements of operations and cash flows for the periods ended March 31, 2016 and During the three months ended September 30, 2015, the Company re-designated certain subsidiaries between guarantor and non-guarantor. As a result, the Company adjusted prior periods to reflect the current year structure. The issued debt securities are jointly and severally guaranteed on a full and unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect 100% owned subsidiaries of Nielsen, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are also 100% owned indirect subsidiaries of Nielsen: Nielsen Finance LLC and Nielsen Finance Co. for certain series of debt obligations, and The Nielsen Company (Luxembourg) S.ar.l., for the other series of debt obligations. Each issuer is a guarantor of the debt obligations not issued by it. Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations. The senior secured credit facilities contain certain limitations on the ability of Nielsen to receive the cash flows of its subsidiaries. While all subsidiary guarantees of the issued debt securities are full and unconditional, these guarantees contain customary release provisions including when (i) the subsidiary is sold or sells all of its assets, (ii) the subsidiary is declared unrestricted for covenant purposes, (iii) the subsidiary s guarantee under the senior secured credit facilities is released and (iv) the requirements for discharge of the indenture have been satisfied

18 Nielsen Holdings plc Condensed Consolidating Statement of Comprehensive Income (Unaudited) For the three months ended March 31, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Revenues $ $ $ 871 $ 616 $ $ 1,487 Cost of revenues, exclusive of depreciation and amortization shown separately below Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below Depreciation and amortization Restructuring charges Operating income Interest income (219) 1 Interest expense (1) (74) (214) (9) 219 (79) Foreign currency exchange transaction losses, net (1) (1) Other (expense)/income, net (1) 8 (7) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1) 135 (41) (Provision)/benefit for income taxes (47) 28 (25) (44) Equity in net income/(loss) of subsidiaries 101 (10) 114 (205) Net income (205) 101 Less: Net income attributable to noncontrolling interests 1 1 Net income attributable to controlling interests (205) 100 Total other comprehensive income (295) 91 Total other comprehensive income attributable to noncontrolling interests 1 1 Total other comprehensive income attributable to controlling interests (295) 90 Total comprehensive income (500) 192 Comprehensive income attributable to noncontrolling interests 2 2 Total comprehensive income attributable to controlling interest $ 190 $ 192 $ 191 $ 117 $ (500) $

19 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended March 31, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Revenues $ $ $ 846 $ 612 $ $ 1,458 Cost of revenues, exclusive of depreciation and amortization shown separately below Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below Depreciation and amortization Restructuring charges Operating (loss)/income (1) Interest income (231) 1 Interest expense (68) (224) (12) 231 (73) Foreign currency exchange transaction losses, net (11) (15) (26) Other (expense)/income, net (17) 17 (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1) 152 (89) (Provision)/benefit for income taxes (53) 39 (24) (38) Equity in net income/(loss) of subsidiaries 64 (15) 114 (163) Net income (163) 63 Total other comprehensive loss (163) (9) (163) (232) 401 (166) Total other comprehensive loss attributable to noncontrolling interests (3) (3) Total other comprehensive loss attributable to controlling interests (163) (9) (163) (229) 401 (163) Total comprehensive (loss)/income (100) 75 (99) (217) 238 (103) Comprehensive loss attributable to noncontrolling interests (3) (3) Total comprehensive (loss)/income attributable to controlling interest $ (100) $ 75 $ (99) $ (214) $ 238 $ (100)

20 Nielsen Holdings plc Condensed Consolidating Balance Sheet (Unaudited) March 31, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ Trade and other receivables, net ,239 Prepaid expenses and other current assets Intercompany receivables (1,129) Total current assets ,122 1,313 (1,129) 2,054 Non-current assets Property, plant and equipment, net Goodwill 5,739 2,148 7,887 Other intangible assets, net 4, ,799 Deferred tax assets Other non-current assets Equity investment in subsidiaries 5,080 1,533 3,937 (10,550) Intercompany loans 11,274 3, (15,356) Total assets $ 5,091 $ 13,545 $ 19,620 $ 4,367 $ (27,035) $ 15,588 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ $ 95 $ 362 $ 458 $ $ 915 Deferred revenues Income tax liabilities Current portion of long-term debt, capital lease obligations and short-term borrowings Intercompany payables (1,129) Total current liabilities , (1,129) 1,504 Non-current liabilities Long-term debt and capital lease obligations 7, ,471 Deferred tax liabilities ,024 Intercompany loans 549 2,985 11, (15,356) Other non-current liabilities Total liabilities ,669 14,540 1,577 (16,485) 10,876 Total stockholders equity 4,516 2,876 5,080 2,594 (10,550) 4,516 Noncontrolling interests Total equity 4,516 2,876 5,080 2,790 (10,550) 4,712 Total liabilities and equity $ 5,091 $ 13,545 $ 19,620 $ 4,367 $ (27,035) $ 15,

21 Nielsen Holdings plc Condensed Consolidating Balance Sheet December 31, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 1 $ $ 7 $ 349 $ $ 357 Trade and other receivables, net ,235 Prepaid expenses and other current assets Intercompany receivables (997) Total current assets ,330 (997) 1,908 Non-current assets Property, plant and equipment, net Goodwill 5,774 2,009 7,783 Other intangible assets, net 4, ,772 Deferred tax assets Other non-current assets Equity investment in subsidiaries 4,793 1,441 3,696 (9,930) Intercompany receivables 10,763 3, (14,613) Total assets $ 4,798 $ 12,799 $ 19,002 $ 4,244 $ (25,540) $ 15,303 Liabilities and equity Current liabilities Accounts payable and other current liabilities $ 1 $ 48 $ 450 $ 514 $ $ 1,013 Deferred revenues Income tax liabilities Current portion of long-term debt, capital lease obligations and short-term borrowings Intercompany payables (997) Total current liabilities , (997) 1,687 Non-current liabilities Long-term debt and capital lease obligations 6, ,028 Deferred tax liabilities ,074 Intercompany loans 341 2,985 10, (14,613) Other non-current liabilities Total liabilities ,141 14,209 1,571 (15,610) 10,676 Total stockholders equity 4,433 2,658 4,793 2,479 (9,930) 4,433 Noncontrolling interests Total equity 4,433 2,658 4,793 2,673 (9,930) 4,627 Total liabilities and equity $ 4,798 $ 12,799 $ 19,002 $ 4,244 $ (25,540) $ 15,

22 Nielsen Holdings plc Condensed Consolidating Statement of Cash Flows (Unaudited) For the three months ended March 31, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Consolidated Net cash (used in)/provided by operating activities $ (2) $ 60 $ 36 $ (7) $ 87 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired (37) (10) (47) Additions to property, plant and equipment and other assets (20) (8) (28) Additions to intangible assets (72) (9) (81) Net cash used in investing activities (129) (27) (156) Financing activities: Net repayments under revolving credit facility (164) (164) Repayments of debt (25) (25) Proceeds from the issuance of debt, net of issuance costs Cash dividends paid to stockholders (101) (101) Repurchase of common stock (83) (83) Activity under stock plans 32 (14) 18 Other financing activities 159 (513) 352 (9) (11) Net cash provided by/(used in) financing activities 7 (42) 174 (9) 130 Effect of exchange-rate changes on cash and cash equivalents Net increase/(decrease) in cash and cash equivalents (29) 75 Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ 6 $ 18 $ 88 $ 320 $

23 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Consolidated Net cash provided by/(used in) operating activities $ 1 $ 10 $ 111 $ (21) $ 101 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired (190) (1) (191) Additions to property, plant and equipment and other assets (29) (4) (33) Additions to intangible assets (63) (6) (69) Other investing activities 2 2 Net cash used in investing activities (280) (11) (291) Financing activities: Net repayments under revolving credit facility (205) (205) Repayments of debt (25) (25) Proceeds from the issuance of debt, net of issuance costs Cash dividends paid to stockholders (90) (90) Repurchase of common stock (141) (141) Activity under stock plans 7 (1) 6 Other financing activities 204 (732) (3) Net cash (used in)/provided by financing activities (20) (11) Effect of exchange-rate changes on cash and cash equivalents (4) (24) (28) Net (decrease)/increase in cash and cash equivalents (19) (1) 129 (39) 70 Cash and cash equivalents at beginning of period 49 1 (51) Cash and cash equivalents at end of period $ 30 $ $ 78 $ 235 $

24 I tem 2. Introduction Management s Discussion and Analysis of Financial Condition and Results of Operations Thefollowingdiscussionandanalysissupplementsmanagement sdiscussionandanalysisofnielsenholdingsplc( thecompany or Nielsen )forthe yearendeddecember31,2015ascontainedintheannualreportonform10-kfiledbythecompanywiththesecuritiesandexchangecommissionon February19,2016,andpresumesthatreadershavereadorhaveaccesstosuchdiscussionandanalysis.Thefollowingdiscussionandanalysisshouldalsoberead togetherwiththeaccompanyingcondensedconsolidatedfinancialstatementsandrelatednotesthereto.further,thisreportmaycontainmaterialthatincludes forward-lookingstatementswithinthemeaningoftheprivatesecuritieslitigationreformactof1995thatreflect,whenmade,nielsen scurrentviewswithrespect tocurrenteventsandfinancialperformance.statements,otherthanthosebasedonhistoricalfacts,whichaddressactivities,eventsordevelopmentsthatweexpect oranticipatemayoccurinthefutureareforward-lookingstatements.suchforward-lookingstatementsaresubjecttomanyrisks,uncertaintiesandfactorsrelating tonielsen soperationsandbusinessenvironmentthatmaycauseactualresultstobemateriallydifferentfromanyfutureresults,expressorimplied,bysuch forward-lookingstatements,includingbutnotlimitedto,thosesetforthinthisitem2andpartii,item1a,ifany,andthosenotedinour2015annualreporton Form10-Kunder RiskFactors. Forward-lookingstatementsspeakonlyasofthedateofthisreportorasofthedatetheyweremade.Wedisclaimanyintention toupdatethecurrentexpectationsorforward-lookingstatementscontainedinthisreport.unlessrequiredbycontext,referencesto we, us,and our referto Nielsenandeachofitsconsolidatedsubsidiaries. Fromtimetotime,Nielsenmayuseitswebsiteandsocialmediaoutletsaschannelsofdistributionofmaterialcompanyinformation.Financialandother materialinformationregardingthecompanyisroutinelypostedandaccessibleonourwebsiteathttp:// Background and Executive Summary We are a leading global performance management company. The company provides to clients a comprehensive understanding of what consumers buy and what they watch and how those choices intersect. We deliver critical media and marketing information, analytics and manufacturer and retailer expertise about what and where consumers buy (referred to herein as Buy ) and what consumers read, watch and listen to (consumer interaction across the television, radio, online and mobile viewing and listening platforms referred to herein as Watch ) on a local and global basis. Our information, insights and solutions help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in more than 100 countries, including many emerging markets, and hold leading market positions in many of our services and geographies. We believe that important measures of our results of operations include revenue, operating income and Adjusted EBITDA (defined below). Our long-term financial objectives include consistent revenue growth and expanding operating margins. Accordingly, we are focused on geographic market and service offering expansion to drive revenue growth and improving operating efficiencies including effective resource utilization, information technology leverage and overhead cost management. Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Typically, before the start of each year, approximately 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments, which provides us with a high degree of stability to our revenue and allows us to effectively manage our profitability and cash flows. We continue to look for growth opportunities through global expansion, specifically within emerging markets, as well as through the expansion of our measurement and analytics services. Our restructuring and other productivity initiatives have been focused on a combination of improving operating leverage through targeted cost-reduction programs, business process improvements and portfolio restructuring actions, while at the same time investing in key programs to enhance future growth opportunities. Achieving our business objectives requires us to manage a number of key risk areas. Our growth objective of geographic market and service expansion requires us to maintain the consistency and integrity of our information and underlying processes on a global scale, and to invest effectively our capital in technology and infrastructure to keep pace with our clients demands and our competitors. Our operating footprint across approximately 100 countries requires disciplined global and local resource management of internal and third party providers to ensure success. In addition, our high level of indebtedness requires active management of our debt profile, with a focus on underlying maturities, interest rate risk, liquidity and operating cash flows. Business Segment Overview We align our business into two reporting segments, Buy (consumer purchasing measurement and analytics) and Watch (media audience measurement and analytics). Our Buy and Watch segments are built on an extensive foundation of proprietary data assets designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses and manage their performance. The information from our Buy and Watch segments, when brought together, can deliver powerful insights into the

25 effectivene ss of branding, advertising and consumer choice by linking media consumption trends with consumer purchasing data to better understand behavior and better manage supply and demand as well as media spend, supply chain issues, and much more. We believe these integrated insights better enable our clients to enhance the return on both long-term and short-term investments. Our Buy segment provides retail transactional measurement data, consumer behavior information and analytics primarily to businesses in the consumer packaged goods industry. Our extensive database of retail and consumer information, combined with our advanced analytical capabilities, helps generate strategic insights that influence our clients key business decisions. We track billions of sales transactions per month in retail outlets globally and our data is used to measure their sales and market share. Our Buy services also enable our clients to better manage their brands, uncover new sources of demand, manage their supply chain issues, launch and grow new services, analyze their sales, improve their marketing mix and establish more effective consumer relationships. Within our Buy segment, we have two primary geographic groups, developed and emerging markets. Developed markets primarily include the United States, Canada, Western Europe, Japan, South Korea and Australia while emerging markets include Africa, Latin America, Eastern Europe, Russia, China, India and Southeast Asia. Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries across the television, radio, online and mobile viewing and listening platforms. Our Watch data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending. Certain corporate costs, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to our segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Factors Affecting Our Financial Results Acquisitions and Investments in Affiliates For the three months ended March 31, 2016, we paid cash consideration of $47 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2016, the impact on our consolidated results of operations would not have been material. For the three months ended March 31, 2015, we paid cash consideration of $191 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2015, the impact on our consolidated results of operations would not have been material. Adoption of New Accounting standard In March 2016, the FASB issued an ASU, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements, forfeitures and classification on the statement of cash flows. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016; however, early adoption is permitted. We elected to early adopt this ASU and as a result recorded a $47 million cumulative-effect adjustment to retained earnings as of January 1, 2016 related to previously unrecognized excess tax benefits. Further, we elected to apply the retrospective transition method to the amendments related to the presentation of excess tax benefits on the statement of cash flows. This change resulted in a $26 million increase to operating cash flow and a $26 million decrease to cash flows from financing activities for the period ended March 31, Foreign Currency Our financial results are reported in U.S. dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. dollars. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro. The table below sets forth the profile of our revenue by principal currency. Three Months Ended March 31, U.S. Dollar 61% 60% Euro 10% 9% Other Currencies 29% 31% Total 100% 100%

26 As a result, fluctuations in the value of foreign currencies relative to the U.S. dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under Item 3. Quantitative and Qualitative Disclosures about Market Risk. In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates; re venues, expenses and cash flows are translated using average rates of exchange. The average U.S. dollar to Euro exchange rate was $1.10 to 1.00 and $1.13 to 1.00 for the three months ended March 3 1, 2016 and 2015, respectively. Constant currency growth r ates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations. We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-gaap financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by others. In addition, the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP nor should such amounts be considered in isolation. OperationsinVenezuela We have operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions have been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela s currency is deemed to be non-hyperinflationary. We currently expect to be able to access U.S. dollars through the DICOM market. DICOM has significantly higher foreign exchange rates than those available through the other foreign exchange mechanisms. At March 31, 2016, the DICOM exchange rate was bolivars to the U.S. dollar. We will continue to assess the appropriate conversion rate based on events in Venezuela and our specific facts and circumstances and whether to continue consolidation. Total net monetary assets in U.S. dollars at the March 31, 2016 DICOM rate were $2 million. Results of Operations Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015 The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations: Three Months Ended March 31, (IN MILLIONS) Revenues $ 1,487 $ 1,458 Cost of revenues, exclusive of depreciation and amortization shown separately below Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below Depreciation and amortization Restructuring charges Operating income Interest income 1 1 Interest expense (79) (73) Foreign currency exchange transaction losses, net (1) (26) Income from continuing operations before income taxes Provision for income taxes (44) (38) Net income $ 101 $ 63 Net Income to Adjusted EBITDA Reconciliation We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, goodwill and intangible asset impairment charges, stock-based compensation expense, equity in net income of affiliates and other non-operating items from our consolidated statements of operations as well as certain other items specifically described below

27 Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarlytitled measures by others in our i ndustry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-gaap financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance. Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. The below table presents a reconciliation from net income to Adjusted EBITDA for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, (IN MILLIONS) Net income $ 101 $ 63 Interest expense, net Provision for income taxes Depreciation and amortization EBITDA Other non-operating expense, net 1 26 Restructuring charges Stock-based compensation expense Other items (a) 8 11 Adjusted EBITDA $ 402 $ 380 (a) Other items primarily consist of non-recurring costs for the three months ended March 31, 2016 and Consolidated Results for the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015 Revenues Revenues increased 2.0% to $1,487 million for the three months ended March 31, 2016 from $1,458 million for the three months ended March 31, 2015, or 5.2% on a constant currency basis, excluding a 3.2% unfavorable impact of changes in foreign currency exchange rates. Revenues within our Buy segment decreased 0.6% (an increase of 4.3% on a constant currency basis). Revenues within our Watch segment increased 5.2% (6.3% on a constant currency basis). Refer to the Business Segment Results for the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015 section for further discussion of our revenue performance. CostofRevenues,ExclusiveofDepreciationandAmortization Cost of revenues increased 3.1% to $641 million for the three months ended March 31, 2016 from $622 million for the three months ended March 31, 2015, or an increase of 6.8% on a constant currency basis, excluding a 3.7% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment decreased 0.3%, or an increase of 5.1% on a constant currency basis. Excluding a 5.4% favorable impact of changes in foreign currency exchange rates, cost of revenues increased due to the continued global investments in our services. Costs within our Watch segment increased 5.6%, or 6.9% on a constant currency basis. Excluding a 1.3% favorable impact of changes in foreign currency exchange rates, cost of revenues increased due to higher spending on product portfolio management initiatives, including our digital and Marketing Effectiveness product offerings

28 Selling,GeneralandAdministrativeExpenses,ExclusiveofDepreciationandAmortization Selling, general and administrative expenses decreased 3.3% to $465 million for the three months ended March 31, 2016 from $481 million for the three months ended March 31, 2015, or an increase of 0.4% on a constant currency basis, excluding a 3.7% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment decreased 2.2%, or an increase of 2.6% on a constant currency basis. Excluding a 4.8% favorable impact of changes in foreign currency exchange rates, selling, general and administrative increased due to continued global investments associated with our services. Costs within our Watch segment increased 1.5%, or 3.0% on a constant currency basis. Excluding a 1.5% favorable impact of changes in foreign currency exchange rates, selling, general and administrative expenses increased due to investments in product development initiatives. Corporate costs decreased by approximately $9 million due primarily to lower non-recurring costs and stock-based compensation expense in the three months ended March 31, DepreciationandAmortization Depreciation and amortization expense was $147 million for the three months ended March 31, 2016 as compared to $142 million for the three months ended March 31, Depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations increased to $52 million for the three months ended March 31, 2016 from $50 million for the three months ended March 31, RestructuringCharges We recorded $10 million and $14 million in restructuring charges relating to employee severance associated with productivity initiatives for the three months ended March 31, 2016 and 2015, respectively. OperatingIncome Operating income for the three months ended March 31, 2016 was $224 million as compared to $199 million for the three months ended March 31, Operating income within our Buy segment was $52 million for the three months ended March 31, 2016 as compared to $45 million for the three months ended March 31, Operating income within our Watch segment was $197 million for the three months ended March 31, 2016 as compared to $184 million for the three months ended March 31, Corporate operating expenses were $25 million for the three months ended March 31, 2016 as compared to $30 million for the three months ended March 31, InterestExpense Interest expense was $79 million for the three months ended March 31, 2016 as compared to $73 million for the three months ended March 31, This increase is primarily due to the issuance of $750 million 5.00% Senior Notes in February ForeignCurrencyExchangeTransactionLosses,Net Foreign currency exchange transaction losses, net, primarily represent the net loss on revaluation of external debt, intercompany loans and other receivables and payables denominated in currencies other than the respective entity s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.10 to 1.00 for the three months ended March 31, 2016 as compared to $1.13 to 1.00 for the three months ended March 31, We realized net foreign currency losses of $26 million for the three months ended March 31, 2015, resulting primarily from the revaluation of our U.S. denominated debt and cash held in Euro functional currency entities of $13 million, the devaluation of the Venezuela bolivars Fuertes of $7 million as discussed in the Foreign Currency section of Factors Affecting Nielsen s Financial Results as well as the fluctuations in certain foreign currencies associated with intercompany transactions, partially offset by a gain of $2 million associated with foreign currency derivative financial instruments

29 IncomeTaxes The effective tax rates for the three months ended March 31, 2016 and 2015 were 30% and 38%, respectively. The tax rate for the three months ended March 31, 2016 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where we file tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities, the impact of share-based compensation excess tax benefit, and the release of certain tax contingencies. The tax rate for the three months ended March 31, 2015 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where we file tax returns, the effect of global licensing activities and foreign distributions and audit settlements, offset by the favorable impact of certain financing activities and the release of certain tax contingencies. The principal reasons for the reduction in the first quarter effective tax rate in 2016 when compared to 2015 was due to the impact of share-based compensation excess tax benefit and increases in the amount of releases of certain tax contingencies. The estimated liability for unrecognized tax benefits as of December 31, 2016 is $466 million and was $461 million as of December 31, If our tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce our effective tax rate in future periods. AdjustedEBITDA Adjusted EBITDA increased 5.8% to $402 million for the three months ended March 31, 2016 from $380 million for the three months ended March 31, 2015, or 7.2% on a constant currency basis, excluding a 1.4% unfavorable impact of changes in foreign currency exchange rates. See Results of Operations Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015 for the reconciliation of net income to Adjusted EBITDA. Business Segment Results for the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015 Revenues The table below sets forth our segment revenue performance data for the three months ended March 31, 2016 compared to the three months ended March 31, 2015, both on an as-reported and constant currency basis. Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 % Variance 2016 vs Reported Three Months Ended March 31, 2015 Constant Currency % Variance 2016 vs Constant Currency (IN MILLIONS) Developed Markets $ 550 $ % $ % Emerging Markets (2.4)% % Buy Segment $ 793 $ 798 (0.6)% $ % Audience Measurement (Video and Text) $ 472 $ % $ % Audio % % Marketing Effectiveness % % Other Watch (18.6)% 43 (18.6)% Watch Segment % % Total $ 1,487 $ 1, % $ 1, % BuySegmentRevenues Revenues decreased 0.6% to $793 million for the three months ended March 31, 2016 from $798 million for the three months ended March 31, 2015, or an increase of 4.3% on a constant currency basis, excluding a 4.9% unfavorable impact of changes in foreign currency exchange rates. Revenues from developed markets increased 0.2% to $550 million, or an increase of 2.0% on a constant currency basis, excluding a 1.8% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of foreign currency exchange rates, revenue grew as a result of new client wins in our subscription-based products. Revenues from emerging markets decreased 2.4% to $243 million, or an increase of 10.0% on a constant currency basis, excluding a 12.4% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of foreign currency exchange rates, revenue growth was driven by our continued commitment to invest in coverage and analytics capabilities, which

30 resulted in broad based demand for our services within both our multinational and local client bases. For the t hree months ended March 31, 2016, these investments drove doub le-digit growth in Latin America, S outh East Asia and China, along with mid to high single digit growth in Africa and Eastern Europe. WatchSegmentRevenues Revenues increased 5.2% to $694 million for the three months ended March 31, 2016 from $660 million for the three months ended March 31, 2015, or an increase of 6.3% on a constant currency basis, excluding a 1.1% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of foreign currency exchange rates, revenue growth was driven by growth in Audience Measurement of Video and Text, which increased 6.1% (7.5% on a constant currency basis) due to continued client adoption of our Total Audience Measurement framework and continued investments. Audio growth was flat, an increase of 0.8% on a constant currency basis, for the three months ended March 31, 2016 as compared to the three months ended March 31, Our Marketing Effectiveness offerings had another strong quarter, growing 28.8% (28.8% on a constant currency basis), due to our investments in exelate and Nielsen Catalina Solutions as well as client s growing demand for our Marketing ROI and precision targeting tools. Other Watch revenues decreased by 18.6% (18.6% on a constant currency basis) due to the sale of the National Research Group, Inc., which was completed in the fourth quarter of Business Segment Profitability We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended March 31, 2016 and 2015, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, stock-based compensation expense and certain other items described below resulting in a presentation of our non-gaap business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-gaap financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-gaap business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-gaap measures should not be considered as an alternative to net income/(loss), operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-gaap measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Stock-Based Compensation Non-GAAP Business Segment Income/(Loss) THREE MONTHS ENDED MARCH 31, 2016 (IN MILLIONS) Operating Income/(Loss) Restructuring Charges Depreciation and Amortization Expense Other Items (1) Buy $ 52 $ 6 $ 51 $ 4 $ 1 $ 114 Watch Corporate and Eliminations (25) (9) Total Nielsen $ 224 $ 10 $ 147 $ 13 $ 8 $ 402 Stock-Based Compensation Non-GAAP Business Segment Income/(Loss) THREE MONTHS ENDED MARCH 31, 2015 (IN MILLIONS) Operating Income/(Loss) Restructuring Charges Depreciation and Amortization Expense Other Items (1) Buy $ 45 $ 7 $ 53 $ 5 $ $ 110 Watch Corporate and Eliminations (30) (8) Total Nielsen $ 199 $ 14 $ 142 $ 14 $ 11 $ 380 (1) Other items primarily consist of non-recurring costs for the three months ended March 31, 2016 and

31 Three Months Ended March 31, 2016 Reported Three Months Ended March 31, 2015 Reported % Variance 2016 vs Reported Three Months Ended March 31, 2015 Constant Currency % Variance 2016 vs Constant Currency (IN MILLIONS) Non-GAAP Business Segment Income/(Loss) Buy $ 114 $ % $ % Watch % % Corporate and Eliminations (9) (8) NM (8) NM Total Nielsen $ 402 $ % $ % BuySegmentProfitability Operating income was $52 million for the three months ended March 31, 2016 as compared to $45 million for the three months ended March 31, 2015, primarily due to decreases in depreciation and amortization expense, restructuring charges and stock-based compensation expense. Non-GAAP business segment income increased 7.5% on a constant currency basis. WatchSegmentProfitability Operating income was $197 million for the three months ended March 31, 2016 as compared to $184 million for the three months ended March 31, The increase was driven primarily by the revenue performance discussed above and the impact of productivity initiatives. Non-GAAP business segment income increased 7.2% on a constant currency basis. CorporateExpensesandEliminations Operating expenses were $25 million for the three months ended March 31, 2016 as compared to $30 million for the three months ended March 31, 2015 due primarily to lower non-recurring charges for the three months ended March 31, Liquidity and Capital Resources Overview Cash flows from operations provided a source of funds of $87 million during the three months ended March 31, 2016 as compared to $101 million for the three months ended March 31, 2015, a decrease of $14 million due to improved financial performance and working capital management more than offset by the Company s $36 million cash contribution to the Nielsen Foundation during the three months ended March 31, We provide for additional liquidity through several sources including maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity as of and for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 (IN MILLIONS) Net cash from operating activities $ 87 $ 101 Cash and cash equivalents $ 432 $ 343 Availability under Revolving credit facility $ 568 $ 495 Of the $432 million in cash and cash equivalents, approximately $329 million was held in jurisdictions outside the U.S. and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations

32 The below table illustrates our weighted average interest rate and cash paid for interest over the t hree months ended March 31, 2016 and Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Weighted average interest rate 4.05% 4.00% Cash paid for interest, net of amounts capitalized (in millions) $ 29 $ 16 On March 30, 2016, we entered into an amendment to our Fourth Amended and Restated Credit Agreement (the Amended Credit Agreement ), dated as of April 22, 2014, which provides for additional Class A Term Loans in an aggregate principal amount of $500 million, maturing in full in April 2019 (the Additional Class A Term Loans ). The Additional Class A Term Loans are required to be repaid in quarterly installments ranging from 1.369% to 4.11% of the original principal amount (as may be reduced as a result of voluntary prepayments), with the balance payable on the maturity date. The Additional Class A Term Loans bear interest equal to, at the election of Nielsen Finance, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans). The specific applicable margin is determined by our total leverage ratio (as defined in the Amended Credit Agreement). Our contractual obligations, commitments and debt service requirements over the next several years are significant. We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the revolving credit facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, dividend payments and capital spending over the next year. In addition we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities) in privately negotiated or open market transactions, by tender offer or otherwise. Financial Debt Covenants Attributable to TNC B.V. The Amended Credit Agreement contains a financial covenant consisting of a maximum leverage ratio applicable to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Amended Credit Agreement) at the end of any calendar quarter to Covenant EBITDA (as defined in the Amended Credit Agreement) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 5.50 to Failure to comply with this financial covenant would result in an event of default under our Amended Credit Agreement unless waived by our senior credit lenders. An event of default under our Amended Credit Agreement can result in the acceleration of our indebtedness under the facilities, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Amended Credit Agreement and this covenant are material to us. As of March 31, 2016, we were in full compliance with the financial covenant described above. Revolving Credit Facility The Amended Credit Agreement contains a senior secured revolving credit facility with aggregate revolving credit commitments of $575 million and a final maturity of April 2019 under which Nielsen Finance LLC, TNC (US) Holdings, Inc., and Nielsen Holding and Finance B.V. can borrow revolving loans. The revolving credit facility can also be used for letters of credit, guarantees and swingline loans. The senior secured revolving credit facility is provided under the Amended Credit Agreement and so contains covenants and restrictions as noted above with respect to the Amended Credit Agreement. Obligations under the revolving credit facility are guaranteed by the same entities that guarantee obligations under the Amended Credit Agreement. As of March 31, 2016 and 2015, we had zero and $75 million borrowings outstanding and had outstanding letters of credit of $7 million and $5 million, respectively. As of March 31, 2016, we had $568 million available for borrowing under the revolving credit facility. Dividends and Share Repurchase Program On January 31, 2013, our Board of Directors adopted a cash dividend policy to pay quarterly cash dividends on our outstanding common stock. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and

33 will be su bject to the board s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summari zes the dividends declared on our common stock during 2015 and the three months ended March 3 1, Declaration Date Record Date Payment Date Dividend Per Share February 19, 2015 March 5, 2015 March 19, 2015 $ 0.25 April 20, 2015 June 4, 2015 June 18, 2015 $ 0.28 July 23, 2015 August 27, 2015 September 10, 2015 $ 0.28 October 29, 2015 November 24, 2015 December 8, 2015 $ 0.28 February 18, 2016 March 3, 2016 March 17, 2016 $ 0.28 On April 19, 2016, our Board of Directors declared a cash dividend of $0.31 per share on our common stock. The dividend is payable on June 16, 2016 to stockholders of record at the close of business on June 2, Our Board of Directors approved a share repurchase program, as included in the below table, for up to $2 billion of our outstanding common stock. The primary purpose of the program is to return value to shareholders and to mitigate dilution associated with our equity compensation plans. Share Repurchase Authorization Board Approval ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the existing authority granted at Nielsen s Annual General Meeting of Shareholders held in 2015 and As of March 31, 2016, there have been 27,507,555 shares of our common stock purchased at an average price of $44.64 per share (total consideration of approximately $1,228 million) under this program. The activity for the three months ended March 31, 2016 consisted of open market share repurchases and is summarized in the following table: Total Number of Shares Purchased Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that may yet be Purchased under the Plans or Programs Average Price Paid Period per Share As of December 31, ,762,411 $ ,762,411 $ 855,495, Activity January , ,054 $ 826,841,315 February ,473 $ ,473 $ 794,246,197 March ,617 $ ,617 $ 772,128,086 Total 27,507,555 $ ,507,555 Cash Flows Operatingactivities.Net cash provided by operating activities was $87 million for the three months ended March 31, 2016, as compared to $101 million for the three months ended March 31, This decrease was due to improved financial performance and working capital management more than offset by our $36 million cash contribution to the Nielsen Foundation during the three months ended March 31, Our key collections performance measure, days billing outstanding (DBO), decreased by 1 day as compared to the same period last year. Investingactivities.Net cash used in investing activities was $156 million for the three months ended March 31, 2016, as compared to $291 million for the three months ended March 31, The primary driver for the decrease was lower acquisition costs during the three months ended March 31, 2016 as compared to the same period for

34 Financingactivities. Net cash provided by financing activities was $ 1 30 million for the three months ended March 3 1, 2016 as compared to $ 288 million for the three months ended March 3 1, The de crease in net cash provided by financing activities is primarily due to the decrease in net proceeds from debt issuance for the t hree months ended March 31, 2016 as compared to the net proceeds from the debt issuance for the t hree months ended March 31, 2015, partially offset by lower share repurchasing, as described in the Dividends and Sh are Repurchase Pro gram section above, during the three months ended March 3 1, as com pared to the same period of 2015, and lower net repayments of the r evolving credit facility in Capital Expenditures Investments in property, plant, equipment, software and other assets totaled $109 million for the three months ended March 31, 2016 as compared to $102 million for the three months ended March 31, Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditure or capital resources. Summary of Recent Accounting Pronouncements Classification and Measurement of Financial Instruments In January 2016, the FASB issued an Accounting Standards Update ( ASU ), Recognition and Measurement of Financial Assets and Financial Liabilities. The new standard was issued to amend the guidance on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The new standard also amends certain disclosure requirements associated with the fair value of financial instruments. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, Early adoption for most of the provisions is not allowed. We are currently assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. Leases In February 2016, the FASB issued an ASU, Leases. The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. W e are currently assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. Investments- Equity Method and Joint Ventures In March 2016, the FASB issued an ASU, Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting. This new standard eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, Under the provisions of this ASU, when circumstances dictate that an investment accounted for under the cost method should no longer be a cost method investee but be accounted for under the equity method, there will no longer be a required retrospective restatement. We are currently assessing the impact the adoption this ASU will have on our condensed consolidated financial statements. Compensation- Stock Compensation In March 2016, the FASB issued an ASU, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements, forfeitures and classification on the statement of cash flows. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016; however, early adoption is permitted. We elected to early adopt this ASU and as a result recorded a $47 million cumulative-effect adjustment to retained earnings as of January 1, 2016 related to previously unrecognized excess tax benefits. Further, we elected to apply the retrospective transition method to the amendments related to the presentation of excess tax benefits on the statement of cash flows. This change resulted in a $26 million increase to operating cash flow and a $26 million decrease to cash flows from financing activities for the period ended March 31,

35 Commitments and Contingencies Legal Proceedings and Contingencies We are subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, we expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period. Other Contractual Obligations Our other contractual obligations include capital lease obligations (including interest portion), facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services, the payment of principal and interest on debt and pension fund obligations. I tem 3. Quantitative and Qualitative Disclosures About Market Risk Market risk is the potential loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest rates. We actively monitor these exposures. Historically, in order to manage the volatility relating to these exposures, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Currently we only employ basic contracts, that is, without options, embedded or otherwise. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of our net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. It is our policy not to trade in financial instruments for speculative purposes. Foreign Currency Exchange Risk We operate globally and predominantly generate revenue and expenses in local currencies. Approximately 39% of our revenues and 42% of our operating costs were generated in currencies other than the U.S. Dollar for the three months ended March 31, Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure. Typically, a one cent change in the U.S. Dollar/Euro exchange rate, holding all other currencies constant, will impact revenues by approximately $5 million annually, with an immaterial impact on our profitability. Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating natural hedges in our financing. It is our policy not to trade derivative financial instruments for speculative purposes. During the quarters ended March 31, 2016 and 2015, we recorded a net gain of zero and $2 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in our condensed consolidated statements of operations. As of March 31, 2016 and December 31, 2015, the notional amount of outstanding foreign currency derivative financial instruments were $132 million and $37 million, respectively. The table below details the percentage of revenues and expenses by currency for the three months ended March 31, 2016: U.S. Dollar Euro Other Currencies Revenues 61% 10% 29% Operating costs 58% 10% 32% We have operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions have been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela s currency is deemed to be non-hyperinflationary. We currently expect to be able to access U.S. dollars through the DICOM market. DICOM has significantly higher foreign exchange rates than those available through the other foreign exchange mechanisms. At March 31, 2016, the DICOM exchange rate was bolivars to the U.S. dollar

36 We will continue to assess the appropriate con version rate based on events in Venezuela and our specific facts and circumstances and whether to continue consolidation. Total net monetary assets in U.S. dollars at the March 31, 2016 DICOM rate totaled $2 million. Interest Rate Risk We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy. At March 31, 2016, we had $3,820 million in carrying value of floating-rate debt under our senior secured credit facilities of which $2,325 million was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $15 million ($38 million without giving effect to any of our interest rate swaps). Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments, as these transactions were executed with a diversified group of major financial institutions with a minimum investment-grade or better credit rating. Our credit risk exposure is managed through the continuous monitoring of our exposures to such counterparties. Equity Price Risk We are not exposed to material equity risk. I tem 4. (a) Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act )) that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC s rules and forms, and that such information is accumulated and communicated to the Company s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company s disclosure controls and procedures as of March 31, 2016 (the Evaluation Date ). Based on such evaluation and subject to foregoing, such officers have concluded that, as of the Evaluation Date, the Company s disclosure controls and procedures are effective at the reasonable assurance level. (b) Changes in Internal Control over Financial Reporting There have been no changes in the Company s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company s internal control over financial reporting

37 P ART II. OTHER INFORMATION I tem 1. Legal Proceedings We are subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, we do expect that the ultimate disposition of these matters will not have a material adverse effect on our operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period. I tem 1A. Risk Factors There have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, I tem 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of our common stock for the three months ended March 31, Nielsen s Board approved a share repurchase program, as included in the below table, for up to $2 billion of our outstanding common stock. The primary purpose of the program is to return value to shareholders and to mitigate dilution associated with our equity compensation plans. Share Repurchase Authorization Board Approval ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the existing authority granted at Nielsen s Annual General Meeting of Shareholders held in 2014 and As of March 31, 2016, there have been 27,507,555 shares of our common stock purchased at an average price of $44.64 per share (total consideration of approximately $1,228 million) under this program. The activity during the three months ended March 31, 2016 consisted of open market share repurchases and is summarized in the following table: Total Number of Shares Purchased Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that may yet be Purchased under the Plans or Programs Average Price Paid Period per Share January ,054 $ ,054 $ 826,841,315 February ,473 $ ,473 $ 794,246,197 March ,617 $ ,617 $ 772,128,086 Total 1,745,144 $ ,745,144 I tem 3. Not applicable. Defaults Upon Senior Securities I tem 4. Mine Safety Disclosures Not applicable

38 Ite m 5. None. Other Information I tem 6. Exhibits The exhibit index attached hereto is incorporated herein by reference

39 S IGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Nielsen Holdings plc (Registrant) Date: April 20, 2016 /s/ Jeffrey R. Charlton Jeffrey R. Charlton Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer

40 EXHIBIT INDEX The agreements and other documents filed as exhibits to this quarterly report on Form 10-Q are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Exhibit Number Description of Exhibits 4.1 Amendment No. 1, dated as of March 30, 2016, to the Fourth Amended and Restated Credit Agreement dated April 22, 2014 (incorporated herein by reference to the Current Report on Form 8-K filed on March 30, 2016 (File No )) 10.1* Form of Nielsen Holdings plc Performance Restricted Stock Unit Award Agreement 31.1* CEO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e) 31.2* CFO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e) 32.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) 101* The following financial information from Nielsen Holdings plc s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2016 and 2015, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2016 and 2015, (iii) Condensed Consolidated Balance Sheets at March 31, 2016 (Unaudited) and December 31, 2015, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2016 and 2015, and (v) the Notes to Condensed Consolidated Financial Statements. * Filed or furnished herewith

41 Exhibit 10.1 NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (the Agreement ), is made, effective as of (the Grant Date ) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales (hereinafter called the Company ), and (the Participant ). For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the Plan ), shall have the meanings set forth in Exhibit A attached to this Agreement and incorporated by reference herein. WHEREAS, the Company desires to grant the Participant performance-based restricted stock units (the Performance RSUs ), as provided hereunder and pursuant to the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and WHEREAS, the Committee has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Performance RSUs to the Participant as an incentive for increased efforts during Participant s term of office with the Company or a Subsidiary, and has advised the Company thereof and instructed the undersigned officers to grant said Performance RSUs. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Grant of the Performance RSUs. (a) On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby grants to the Participant a target number of Performance RSUs equal to (the Target RSU Award ). The actual number of Performance RSUs which the Participant will earn under this Agreement will be finally determined based upon the Company s Relative Total Shareholder Return and Free Cash Flow achievements for the period commencing on January 1, 2016 and ending on December 31, 2018 (the Performance Period ), in accordance with the provisions of Exhibit A attached to this Agreement and made a part hereof. (b) Each RSU represents the unfunded, unsecured right of the Participant to receive one share of the Company s common stock upon earning and vesting. The Participant will earn and become vested in the RSUs, and take delivery of the Shares, as set forth in this Agreement. 2. Earning of Performance RSUs. Until the applicable vesting date(s) provided below, (i) the Performance RSUs shall be subject to forfeiture by the Participant to the Company as provided in this Agreement, and (ii) the Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Performance RSUs unless the restrictions have terminated in accordance with the provisions of this Agreement. (a) Service and Performance Requirements Absent a Change in Control. The Performance RSUs shall become vested, earned and no longer subject to forfeiture based upon the level of achievement of the Company s performance goals for the Performance Period as set forth on Exhibit A, as well as the conditions set forth in both subsections (i) and (ii) of this Section 2(a): (i) Service Requirements. (A) General Rule : Unless otherwise provided in this Agreement, so long as the Participant continues to be employed by the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in Section 2(a)(ii) below), vest in and earn the number of Performance RSUs determined as set forth on Exhibit A hereto. If, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant s employment with Company and its Subsidiaries is terminated for any reason, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof.

42 2 (B) Exceptions to Forfeiture on Termination of Employment : Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant s employment with Company and its Subsidiaries is terminated : (1) voluntarily by the Participant (other than due to Good Reason or the Participant s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant s Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below ( i.e., if and to the extent the Company has achieved the Company s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on Exhibit A ), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the beginning of the Performance Period and the date of his or her termination of employment; or If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant s death or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above. (ii) Performance Requirement. The Performance RSUs shall, so long as the Participant remains employed with the Company or its Subsidiaries through the end of the Performance Period (or except as otherwise provided in Section 2(a)(i) above), become vested, earned and no longer subject to forfeiture in such number of Performance RSUs as shall be determined as set forth on Exhibit A hereto. Whether and to what extent the Performance RSUs shall become vested and earned shall be determined at a meeting of the Committee (such meeting date, the Performance Vesting Date ) as soon as practicable following the end of the Performance Period pursuant to a certification by the Committee of the Company s achievement, if any, of the applicable performance goals set forth on Exhibit A hereto. (b) Effect of Change in Control. If a Change in Control occurs during the Performance Period,the Participant shall earn a number of Performance RSUs as follows: (i) if the Performance RSUs are not assumed, continued, or restricted securities of equivalent value are not substituted for the Performance RSUs by the Company or its successor and the Participant is employed with the Company or any of its Subsidiaries on the effective date of the Change in Control, then on the effective date of the Change in Control the Participant shall become vested in and earn 100% of the Target RSU Award; but (ii) if the Performance RSUs are assumed, continued or substituted by the Company or its successor, then the Participant shall become vested in and earn, on the last day of the Performance Period, so long as the Participant is employed with the Company or any of its Subsidiaries (or any successors thereto) on such date, 100% of the Target RSU Award; provided, however, that if, prior to the end of the Performance Period, the Participant s employment by the Company or any of its Subsidiaries (or any successors thereto) is involuntarily terminated by the Company and its Subsidiaries without Cause, terminated by the Participant for Good Reason, or terminates due to the Participant s death, Permanent Disability or Retirement, then the Participant shall become vested in and earn 100% of the Target RSU Award payable as promptly as practicable following such termination of employment.

43 3 (c) Delivery of Shares ; Forfeiture. As promptly as practicable following the Performance Vesting Date or any other earlier vesting date provided under Section 2(b) above, the Company shall cause to be delivered to the Participant such Shares underlying any non-forfeited, vested Performance RSUs as soon as practicable after they are earned and vested as provided in this agreement (but in no event later than 2 ½ months after the last day of the calendar year in which such Performance RSUs became so earned and vested. 3. Adjustments Upon Certain Events. The Committee may, in its sole discretion, take any actions with respect to any unvested Performance RSUs subject to this Agreement pursuant to Section 10 of the Plan. 4. No Rights of Shareholder; No Dividend Equivalents. The Participant shall not have any rights or privileges as a shareholder of the Company until the Shares underlying vested Performance RSUs have been registered in the Company s register of stockholders as being held by the Participant. No dividend equivalents or other distributions shall be paid or payable with respect to Performance RSUs. 5. No Right to Continued Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the Employment of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to terminate the Employment of the Participant at any time for any reason whatsoever, with or without cause, subject to the applicable provisions of, if any, the Participant s employment agreement with the Company or any Subsidiary or offer letter provided by the Company or any Subsidiary to the Participant. 6. No Acquired Rights. In participating in the Plan, the Participant acknowledges and accepts (i) that the Board/Committee has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time, and (ii) that the opportunity given to the Participant to participate in the Plan is entirely at the discretion of the Committee and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant further acknowledges and accepts that (a) such Participant s participation in the Plan is not to be considered part of any normal or expected compensation, (b) the value of the Performance RSUs shall not be used for purposes of determining any benefits or compensation payable to the Participant or the Participant s beneficiaries or estate under any benefit arrangement of the Company or any Subsidiary, including but not limited to severance or indemnity payments, and (c) the termination of the Participant s Employment with the Company and all Subsidiaries under any circumstances whatsoever will give the Participant no claim or right of action against the Company or any Subsidiary in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of Employment. 7. Transferability. Performance RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 7 shall be void and unenforceable against the Company or any Subsidiary or Affiliate. 8. Withholding. The Participant shall be required to pay to the Company or any Affiliate applicable withholding taxes with respect to any transfer under this Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes pursuant to section 4(c) of the Plan. The Participant hereby authorizes the Company to satisfy its withholding obligations from amounts payable hereunder or, at the Participant s election, he may otherwise provide for the payment of such withholding obligations in cash. 9. Choice of Law. This agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of law, except to the extent that the issue or transfer of Shares shall be subject to mandatory provisions of the laws of England and Wales. 10. Performance RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All Performance RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 11. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

44 4 12. Clawback. The Participant shall forfeit or repay amounts awarded hereunder, whether or not vested, if: (a) The amount of the award was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement or the correction of a material error; and (b) The Participant engaged in intentional misconduct that caused or partially caused the material error; and (c) The amount that would have been awarded to the Participant had the financial results been properly reported, would have been less than the amount actually awarded (such difference being the amount forfeited or repaid hereunder). 13. Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Participant s termination of employment with the Company the Participant is a specified employee as defined in Section 409A of the Internal Revenue Code of 1986, as amended and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). 14. Confidential Information. (a) In consideration of the Company entering into this Agreement with the Participant, the Participant shall not, directly or indirectly, at any time during or after the Participant s employment with the Company or its affiliates, disclose any confidential information pertaining to the business of the Company (except when required to perform his or her duties to the Company or one of its affiliates, by law or judicial process). If the Participant is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Participant s services are unique and because the Participant has had access to confidential information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). 15. Data Privacy. Participant hereby acknowledges that the Company holds information about the Participant relating to his employment, the nature and amount of his compensation, bank details, and other personal details and the fact and conditions of Participant s participation in the Plan. Participant understands that the Company is the controller of Participant s personal data and is the only person authorized to process that data and is responsible for maintaining adequate security with regard to it. As the Company is part of a group of companies operating internationally, it may be necessary for the Company to make the details referred to above available to: (a) other companies within the Company that may be located outside the European Economic Area ( EEA ) or such other geographical location in which Participant is employed where there may be no legislation concerning an individual s rights concerning personal data; (b) third party advisers and administrators of the Plan; and/or (c) the regulatory authorities. Any personal data made available by the Company to the parties referred to above in (a), (b), or (c) in relation to the Plan will only be for the purpose of administration and management of the plan by the Company,on behalf of the Company.Participant s information will not, under any circumstances, be made available to any party other the parties listed above under (a), (b), or (c). Participant hereby authorizes and directs the Company to disclose to the parties as described above under (a), (b) or (c) any of the above data that is deemed necessary to facilitate the administration of the Plan. Participant understands and authorizes the Company to store and transmit such data in electronic form. Participant confirms that the Company has notified Participant of his entitlement to reasonable access to the personal data held about Participant and of his rights to rectify any inaccuracies in that data.

45 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date hereof. NIELSEN HOLDINGS PLC By: Name: Title: PARTICIPANT [NAME]

46 1 EXHIBIT A The number of Earned TSR Performance RSUs and Earned Free Cash Flow Performance RSUs shall be added together to determine the total number of Performance RSUs that will become vested, earned and no longer subject to forfeiture pursuant to the terms of the Agreement to which this Exhibit A is attached. A. Relative Total Shareholder Return Award Opportunity. Forty percent (40%) of the Participant s Target RSU Award (the TSRTargetRSUs ) shall be eligible to vest and be earned if and only if the Company s Relative Total Shareholder Return during the Performance Period relative to the Relative Total Shareholder Returns of the companies in the Peer Group (the RelativeCompanyTSR ) at least equals or exceeds the 30 th percentile (the TSRThresholdTarget ). Subject to the Company s achievement of the TSR Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of (x) the number of TSR Target RSUs and (y) the TSR Performance Factor (as set forth in the table below) (such number of vested RSUs, the EarnedTSRPerformanceRSUs ). In no event shall the number of Earned TSR Performance RSUs exceed the number of TSR Target RSUs if the Company s absolute total shareholder return growth is negative. Fractional RSUs shall be rounded up to the next whole RSU. If the TSR Threshold Target is not achieved, no percentage of the TSR Target RSUs will become vested or earned and such portion of the Performance RSUs shall be immediately forfeited without consideration. If the TSR Threshold Target is met, the number of Earned TSR Performance RSUs shall be determined as follows: If the Relative Company TSR is at least equal to the: Then the TSR Performance Factor is: 30 th Percentile 50% 50 th Percentile 100% 75 th Percentile 200% If the Relative Company TSR percentile ranking falls between two percentile rankings set forth above, the TSR Performance Factor shall be interpolated on a linear basis. RelativeTotalShareholderReturn shall mean the amount equal to: (a) the sum of: (x) the Ending Stock Price minus the Beginning Stock Price, plus (y) the amount of any cash dividends paid on a per share basis on any shares of common stock of the applicable company (calculated as if such dividends had been reinvested in the applicable company s common stock at the end of the month in which each dividend is made, based on the ex-dividend date) cumulatively over the Performance Period; divided by (b) the Beginning Stock Price. BeginningStockPrice shall mean, for purposes of determining the Relative Total Shareholder Return for the Company and each company in the Peer Group, respectively, the average closing price per share of common stock of each such entity based on the twenty (20) trading day period ending immediately prior to January 1, For any company with more than one issue of common stock, the calculation shall be made on the primary (most actively traded) issue of stock. EndingStockPrice shall mean, for purposes of determining the Relative Total Shareholder Return for each of the Company and each company in the Peer Group, respectively, the average closing price per share of common stock based on the twenty (20) trading day period ending immediately prior to (and including, if it is a trading day) December 31, For any company with more than one issue of common stock, the calculation shall be made based on the primary (most actively traded) issue of stock. PeerGroup shall mean that group of peer companies specified by the Committee and communicated to the Participant in writing separate and apart from this Agreement as such peer companies may be amended by the Committee in its sole discretion. B. Free Cash Flow Award Opportunity. Sixty percent (60%) of the Participant s Target RSU Award (the FreeCashFlowTargetRSUs ) shall be eligible to vest and be earned if and only if the Company s cumulative Free Cash Flow for the

47 2 Performance Period as compared to $ billion (the FreeCashFlowAchievement ) is at least equal to 85% (the FreeCashFlowThresholdTarget ). Subject to the Company s achievement of the Free Cash Flow Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of (x) the number of Free Cash Flow Target RSUs and (y) the Free Cash Flow Performance Factor (as set forth in the table below) (such number of vested RSUs, the EarnedFreeCashFlowPerformanceRSUs ). Fractional RSUs shall be rounded up to the next whole RSU. If the Free Cash Flow Threshold Target is not achieved, no percentage of Free Cash Flow Target RSUs will become vested or earned and such portion of the Performance RSUs shall be immediately forfeited without consideration. If the Free Cash Flow Threshold Target is met, the number of Earned Free Cash Flow Performance RSUs shall be determined as follows: If the Free Cash Flow Achievement is at least equal to: Then the Free Cash Flow Performance Factor is: 85% 50% 90% 90% 100% 100% 105% 105% 110% 110% 115% 155% 120% 200% If the Free Cash Flow Achievement percentage falls between two percentages set forth above, the Free Cash Flow Performance Factor shall be interpolated on a linear basis. FreeCashFlow shall have the meaning given to it by the Compensation Committee of the Board of Directors of the Company in its sole discretion. Other Definitions Cause shall mean Cause as such term may be defined in any employment, change in control or severance agreement between the Participant and the Company or any of its Subsidiaries (the Employment Agreement ), or, if there is no such Employment Agreement or if no such term is defined therein, Cause shall mean: (i) the Participant s willful misconduct with regard to the Company or any of its Subsidiaries; (ii) the Participant is indicted for, convicted of, or pleads nolo contendere to, a felony, a misdemeanor involving moral turpitude, or an intentional crime involving material dishonesty other than, in any case, vicarious liability; (iii) the Participant s conduct involving the use of illegal drugs in the workplace; (iv) the Participant s failure to attempt in good faith to follow a lawful directive of his or her supervisor within ten (10) days after written notice of such failure; and/or (v) the Participant s breach of any agreement with the Company or any Subsidiary which continues beyond ten (10) days after written demand for substantial performance is delivered to the Participant by the Company (to the extent that, in the reasonable judgment of the Committee (or its designee), such breach can be cured by the Participant. GoodReason shall mean, without the Participant s consent, (i) a reduction in the Participant s annual rate of base salary (excluding any reduction in the Participant s base salary that is part of a plan to reduce compensation of comparably situated employees of the Company generally; provided that such reduction in the Participant s rate of base salary is not greater than fifteen percent (15%) of such rate of base salary); (ii) the material diminution of the Participant s position due to the Company s removal of the Participant from the Global Band in which he was employed immediately prior to such removal, to a position within a Global Band that is lower in rank than such prior Global Band; or (iii) the relocation by the Company or any of its Subsidiaries of the Participant s primary place of employment with the Company or any of its Subsidiaries to a location more than fifty (50) miles outside of the Participant s principal place of employment immediately prior to such relocation (which shall not be deemed to occur due to a requirement that the Participant travel in connection with the performance of his or her duties); in any case of the foregoing, that remains uncured after ten (10) business days after the Participant has provided the Company written notice that the Participant believes in good faith that such event giving rise to such claim of Good Reason has occurred, so long as such notice is provided within thirty ( 30) business days after such event has first occurred. Retirement shall mean (i) any statutorily mandated retirement date required under laws applicable to the Participant or (ii) such other retirement date (which date may vary by Participant) as may be approved by the Committee or a designated officer of the Company, as delegated in accordance with the Plan.

48 Exhibit 31.1 I, Mitch Barns, certify that: Certification of the Chief Executive Officer 1. I have reviewed this quarterly report on Form 10-Q of Nielsen Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5. The registrant s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant s auditors and the audit committee of the registrant s board of directors (or persons performing the equivalent functions): Date: April 20, 2016 By: /s/ Mitch Barns Mitch Barns Chief Executive Officer a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting.

49 Exhibit 31.2 I, Jamere Jackson, certify that: Certification of the Chief Financial Officer 1. I have reviewed this quarterly report on Form 10-Q of Nielsen Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5. The registrant s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant s auditors and the audit committee of the registrant s board of directors (or persons performing the equivalent functions): Date: April 20, 2016 By: /s/ Jamere Jackson Jamere Jackson Chief Financial Officer a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting.

50 Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the Exchange Act ) and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned does hereby certify that: The Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the Form 10-Q ) of Nielsen Holdings plc fully complies with the requirements of section 13(a) or 15(d) of the Exchange Act and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mitch Barns Date: April 20, 2016 Mitch Barns Chief Executive Officer /s/ Jamere Jackson Date: April 20, 2016 Jamere Jackson Chief Financial Officer